To the Members of Piramal Phytocare Limited
Report on the audit of the Indian Accounting Standards (Ind AS) financial statements
Opinion
1. We have audited the accompanying Ind AS financial statements of Piramal Phytocare
Limited ("the Company"), which comprise the balance sheet as at March 31, 2019,
and the statement of Profit and Loss ((including Other Comprehensive Income), statement of
changes in equity and statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies and other
explanatory information.
2. In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid Ind AS financial statements give the information required by
the Companies Act, 2013 ("the Act") in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2019, and total comprehensive income
(comprising of loss and other comprehensive income), changes in equity and its cash flows
for the year then ended.
Basis for opinion
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further
described in the Auditors Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
4. We have determined that there are no key audit matters to communicate in our report.
Other Information
5. The Companys Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual report, but does not include
the financial statements and our auditors report thereon.
Our opinion on the financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the financial
statements
6. The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these Ind AS financial statements
that give a true and fair view of the financial position, financial performance, changes
in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under section
133 of the Act This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
7. In preparing the financial statements, management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so. Those Board of Directors are also responsible for overseeing the
Companys financial reporting process.
Auditors responsibilities for the audit of the financial statements
8. Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
9. As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances; Under Section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls with reference to financial statements in place and
the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
• Evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
10. We communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit. 11. We
also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Report on other legal and regulatory requirements
12. As r equired by the Companies (Auditors Report) Order, 2016 ("the
Order"), issued by the Central Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the Annexure B a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable. 13. As required by Section
143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive
income), the Statement of Changes in Equity and Cash Flow Statement dealt with by this
Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Ind AS financial statements comply with the
Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March
31, 2019 taken on record by the Board of Directors, none of the directors is disqualified
as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure A".
(g) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial
position.
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses. iii. There were no amounts which were
required to be transferred to the Investor Education and Protection Fund by the Company
during the year ended March 31, 2019. iv. The reporting on disclosures relating to
Specified Bank Notes is not applicable to the Company for the year ended March 31, 2019.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 01275N/N500016 Chartered Accountants
Jeetendra Mirchandani
Partner
Membership Number 048125
Mumbai May 7, 2019
Annexure A
To Independent Auditors Report
Referred to in paragraph 13(f) of the Independent Auditors Report of even date to the
members of Piramal Phytocare Limited on the Ind AS financial statements for the year ended
March 31, 2019
Report on the Internal Financial Controls with reference to financial statements under
Clause (i) of Sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls with reference to financial
statements of Piramal Phytocare Limited ("the Company") as of March 31, 2019 in
conjunction with our audit of the Ind AS financial statements of the Company for the year
ended on that date.
Managements Responsibility for Internal Financial Controls
2. The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities
include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to companys policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as
required under the Act.
Auditors Responsibility
3. Our responsibility is to express an opinion on the Companys internal financial
controls with reference to financial statements based on our audit. We conducted our audit
in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed
to be prescribed under section 143(10) of the Act to the extent applicable to an audit of
internal financial controls, both applicable to an audit of internal financial controls
and both issued by the ICAI. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether adequate internal financial controls with reference to financial statements
was established and maintained and if such controls operated effectively in all material
respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy
of the internal financial controls system with reference to financial statements and their
operating effectiveness. Our audit of internal financial controls with reference to
financial statements included obtaining an understanding of internal financial controls
with reference to financial statements, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected depend on the auditors
judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
with reference to financial statements.
Meaning of Internal Financial Controls with reference to financial statements
6. A companys internal financial controls with reference to financial statements is a
process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A companys internal financial controls
with reference to financial statements includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the companys assets that could have a material effect on the financial
statements.
Inherent Limitations of Internal Financial Controls with reference to financial
statements
7. Because of the inherent limitations of internal financial controls with reference to
financial statements, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls with
reference to financial statements to future periods are subject to the risk that the
internal financial control controls with reference to financial statements may become
inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal
financial controls system with reference to financial statements and such internal
financial controls with reference to financial statements were operating effectively as at
March 31, 2019, based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 01275N/N500016 Chartered Accountants
Jeetendra Mirchandani
Partner
Membership Number 048125
Mumbai May 7, 2019
Annexure B
To Independent Auditors Report
Referred to in paragraph 12 of the Independent Auditors Report of even date to the
members of Piramal Phytocare Limited on the Ind AS financial statements as of and for the
year ended March 31, 2019
i. (a) The Company is maintaining proper records showing full particulars, including
quantitative details and situation, of fixed assets.
(b) The fixed assets of the Company have been physically verified by the Management
during the year and no material discrepancies have been noticed on such verification. In
our opinion, the frequency of verification is reasonable.
(c) The Company does not own any immovable properties as disclosed in Note 3 on fixed
assets to the Ind AS financial statements. Therefore, the provisions of Clause 3(i)(c) of
the said Order are not applicable to the Company. ii. The physical verification of
inventory [excluding stocks with third parties] have been conducted at reasonable
intervals by the Management during the year. In respect of inventory lying with third
parties, these have substantially been confirmed by them. The discrepancies noticed on
physical verification of inventory as compared to book records were not material. iii The
Company has not granted any loans, secured or unsecured, to companies, firms, Limited
Liability Partnerships or other parties covered in the register maintained under Section
189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and
(iii)(c) of the said Order are not applicable to the Company. iv. The Company has not
granted any loans or made any investments, or provided any guarantees or security to the
parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of
the said Order are not applicable to the Company. v. The Company has not accepted any
deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and
the Rules framed there under to the extent notified. vi. The Central Government of India
has not specified the maintenance of cost records under sub-section (1) of Section 148 of
the Act for any of the products of the Company. vii.
(a) According to the information and explanations given to us and the records of the
Company examined by us, in our opinion, the Company is regular in depositing the
undisputed statutory dues, including provident fund, employees state insurance, income
tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods
and service tax and other material statutory dues, as applicable, with the appropriate
authorities.
(b) According to the information and explanations given to us and the records of the
Company examined by us, there are no dues of income-tax, sales-tax, service-tax, duty of
customs, and duty of excise or value added tax or goods and service tax which have not
been deposited on account of any dispute.
viii. According to the records of the Company examined by us and the information and
explanation given to us, the Company has not defaulted in repayment of loans or borrowings
to any bank. The Company does not have any loans or borrowings from any financial
institution or Government, nor has it issued any debentures as at the balance sheet date.
ix. The Company has not raised any moneys by way of initial public offer, further
public offer (including debt instruments) and term loans. Accordingly, the provisions of
Clause 3(ix) of the Order are not applicable to the Company.
x. During the course of our examination of the books and records of the Company,
carried out in accordance with the generally accepted auditing practices in India, and
according to the information and explanations given to us, we have neither come across any
instance of material fraud by the Company or on the Company by its officers or employees,
noticed or reported during the year, nor have we been informed of any such case by the
Management.
xi. The Company has paid/ provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of Section 197 read with Schedule V to the
Act. xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not
applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the
Company.
xiii. The Company has entered into transactions with related parties in compliance with
the provisions of Sections 177 and 188 of the Act. The details of such related party
transactions have been disclosed in the Ind AS financial statements as required under
Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section
133 of the Act.
xiv. The Company has not made any preferential allotment or private placement of shares
or fully or partly convertible debentures during the year under review. Accordingly, the
provisions of Clause 3(xiv) of the Order are not applicable to the Company. xv. The
Company has not entered into any non cash transactions with its directors or persons
connected with him.
Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the
Company. xvi. The Company is not required to be registered under Section 45-IA of the
Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order
are not applicable to the Company.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 01275N/N500016 Chartered Accountants
Jeetendra Mirchandani
Partner
Membership Number 048125
Mumbai
May 7, 2019
+91-9892691696
